Question: Our requirement is as follows:
1. To form a limited liability company in Ho Chin Min City, Vietnam
2. To obtain business license.
3. To obtain Investment Certification as FDI
4. To arrange a serviced office, where we use a virtual address until we find an office after 6 months when we finalised our business plans
5. Shareholding is 100% foreign company
6. If local director is mandatory, we require a local nominated director.
Answer:
1. BRIEF INTRODUCTION ON ESTABLISHMENT OF FIC
1.1. General Introduction
The establishment of a FIC in Vietnam requires an Investment Certificate from the licensing authority. Depending upon the location of the company, the licensing authority may be theProvincial People’s Committee (for companies located outside industrial or export processing zones) or the provincial Industrial and Export Processing Zones Management Authority (for companies located in industrial or export processing zones).
We would like to clarify that the procedure for establishment of a FIC in Vietnam generally takes a rather long time in comparison with other countries in the region.
Our practical experiences show that although the total time for establishment of a foreign invested company as stipulated under Vietnam Investment Law 2014 is only 15 days, the actual process may take a longer time due to that the competent authority must consult other relevant offices to evaluate the investment project. With respect to several cases that involveswith relocation of 10,000 people or more in highlands; 20,000 people or more in other areasor requirement for changes of land purposes or project in several special field such as
Construction and operation of airports; air transport; Construction and operation of national seaports; Petroleum exploration, extraction, and refinery etc, it shall require for approvalfrom the National Assembly, Prime Minister or Provincial People Committee before starting the licensing process. In this case, we assume that your case is not subject to such requirement for approval. However, we reserve our right to re-quote our professional fee andamend the work schedule if your case is subject to approval of the National Assembly, PrimeMinister or the Provincial People Committee. In order to setup a FIC, it shall require you toundergo two following steps:
Step 1: Obtainment of Investment Certificate. The Law requires that within 15 working days from submission of the application dossier the competent authority shall have to issue theInvestment Certificate for Foreign Investor. However, having preliminarily discussed with the Licensing Authority, we do not much expect that the licensing authority can comply with this requirement in practice, especially, those relating to conditional investment sectors. Forgranting the Investment Certificate, the relevant licensing authorities shall evaluate the legitimacy and the feasibility of such Investment Project to determine on granting of the Investment Certificate on the following basis:
Legal framework including Vietnam’s WTO Commitments, Vietnam InvestmentLaw, Vietnam Enterprise Law, Regulations applicable to specific industries as well asthe master economic development plan of the city or province that the FIC shall register its head-office.
- Your financial ability, investment capital to put in the Investment Project, facilities and human resources serving the implementation of such investment project in Vietnam.
Step 2: After obtainment of Investment Certificate, Client shall be required to obtain the Certificate of Business Registration. The Law requires that within 05 working days from submission of application dossier, the competent authority shall have to issue the Certificate of Business Registration for forming the Foreign Invested Company.
1.2. Setting up FIC for retail's space interior renovation services Retail’s space interior renovation service is classified to architecture service. Under Vietnam Law, it is possible for you to setup a wholly foreign invested company to carry out this service. However, you should note that, you must have a team of architecture licensed to practice in interior design in Vietnam. Dossier of these architectures enclosed with their license must be included in the dossier for setting up your FIC. We also would like to note that, for securing possibility of setting up such FIC, following key factors shall be taken in account:
- Capital: Vietnam Law does not stipulate minimum capital amount for this industry. However, according to our practical experience in previous case, an amount of 80,000USD upward should be reasonable;
- Head office address of the FIC in Vietnam must be compliant with master plan of Vietnam
If you would like further information on Offer letter of providing legal service in Vietnam, please either email to our Partners at: info@sblaw.vn or call to our Office:
- Ha Noi Office: +84 (4) 62 62 0246
- HCM Office: +84 (8) 35 208 101.
